[424B5] SeaStar Medical Holding Corporation Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

SeaStar Medical Holding Corp. (Nasdaq: ICU) has filed a Rule 424(b)(5) prospectus supplement dated 10 July 2025 to pause its at-the-market (ATM) equity program with H.C. Wainwright. The existing prospectus, issued 2 April 2025, permitted sales of up to $7.433 million in common stock; the company has already sold $1.191 million, leaving $6.242 million available. Effective immediately, no additional shares will be issued under the current prospectus, limiting near-term dilution, although the underlying Offering Agreement remains valid and the company may resume sales after filing a new supplement. ICU shares last traded at $0.7151 on 9 July 2025. Investors should review the referenced risk factors for dilution, financing, and operational risks.

Positive

• Near-term dilution risk reduced as the company suspended additional ATM share sales.
• Share price stability may improve without incremental market supply from the ATM.

Negative

• Capital needs unresolved; $6.24 million capacity remains and could be tapped later, reintroducing dilution risk.
• Low share price ($0.7151) highlights ongoing market-value challenges and potential Nasdaq compliance issues.

Insights

Equity Capital Markets Analyst

TL;DR: Suspension cuts short-term dilution risk but financing need persists; overall neutral impact.

The company has halted further issuances under its $7.4 million ATM after raising only $1.2 million. The pause removes immediate selling pressure on shares trading below $1, a level already close to Nasdaq minimum bid compliance. However, management left the Offering Agreement intact, signalling future capital needs remain. Because the filing neither adds capital nor cancels the program, cash runway and dilution calculus are largely unchanged; the timing of any resumed issuance will depend on market conditions and internal liquidity requirements.

 

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-275968

 

Prospectus Supplement
(To Prospectus dated December 22, 2023)

 

 

SeaStar Medical Holding Corporation

 

We previously entered into an at the market offering agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) pursuant to which we may offer and sell shares of our common stock from time to time through Wainwright, acting as sales agent, under our prospectus supplement, dated April 2, 2025, and accompanying base prospectus (the “Prospectus), having an aggregate offering price of up to $7,433,000. As of July 10, 2025, we have sold $1,191,022 of our common stock pursuant to the Offering Agreement, which leaves $6,241,978 of common stock available under the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto.

 

The purpose of this prospectus supplement is to suspend the Offering Agreement and to terminate the continuous offering by us under the Prospectus effective on July 10, 2025. We will not make any sales of our common shares pursuant to the Offering Agreement unless and until a new prospectus supplement is filed with the Securities and Exchange Commission; however, the Offering Agreement remains in full force and effect.

 

Our common stock is listed on The Nasdaq Capital Market under the symbol “ICU.” On July 9, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.7151 per share.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of the Prospectus, the “Risk Factors” section in our most recent Annual Report on Form 10-K, which is incorporated by reference into this prospectus supplement and the Prospectus, and under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement and the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.

 

H.C. Wainwright & Co.

 

The date of this prospectus supplement is July 10, 2025.

 

 

 

FAQ

Why did SeaStar Medical (ICU) file this prospectus supplement?

To suspend its at-the-market offering and terminate the continuous share issuance until a new supplement is filed.

How much has SeaStar Medical raised under the ATM program so far?

$1.191 million of common stock has been sold to date.

What is the remaining capacity of the ATM facility for ICU?

The company can still issue up to $6.242 million in shares once a new supplement is effective.

Is the offering agreement with H.C. Wainwright cancelled?

No. The agreement remains in force; only sales under the existing prospectus are suspended.

What was ICU’s last reported share price before the suspension?

On 9 July 2025, ICU closed at $0.7151 on the Nasdaq Capital Market.

Does the suspension eliminate future dilution risk for investors?

It mitigates near-term dilution but risk persists because the company may resume sales after filing a new supplement.